Second Coming
by BluesGirl
Summary: Nineteen year old prodigy Alma finds a program hidden deep within Tony Stark's database. She helps it grow back to its full strength and helps the second coming of Ultron, but only if he aids with the search of her parents. Set seven years after Age of Ultron.
1. Chapter 1

She found him there, hidden in the series of 1's and 0's that she had grown to know so well…seemingly random yet speaking a language that the girl knew. Yet…this series was different…something she couldn't make out. Fingers moved lightning quick on the keys, the letters tapping out and symbols marching their way across the black screen, their green lines blinking at her. The wild eyebrows on her face furrowed and her brown eyes squinted slightly, trying to make out the new code.

Something there, that was for certain. Worrying her bottom lip with her teeth she worked on extracting the thing that was hidden away between computer code. Was it a virus? No…it couldn't be….

There! She had got it! Extracted the software and information that had clung itself to the depths of the document she had been scanning, quite illegally at that. Transferring the unknown file to an external hard drive, the girl quickly shut the computer and stuffed it back into her bag along with the other equipment she had strewn about her. The girl's legs were starting to cramp and she awkwardly shouldered her bag and shifted her weight to her hands and knees.

The space around her was cramped, wires above her and the cold metal of the ceiling beneath her body. She had wormed her way up into the ceiling of a nearly abandoned Stark Enterprises IT department. Stark had grown so large within the last decade or so it became company policy to separate most of the computers from the factory floors. This one building was out of date and mostly used as a communications point between two large factories, one to the north and the other one out west about seventy or so miles. It was manned by one person, an older gentleman who could sometimes be heard through the vent as the girl scuttled through without detection.

 _I'm not hurting anyone_ , she used to muse to herself in order to convince her that breaking the rules wasn't that terrible of a thing. _Just hacking into one of the hundreds of off shore accounts and transferring some money…._

Finances confused her, but her father had taught her how to swindle money back when she was only 10.

"Only take what you need," she remembered him saying. "Big companies won't notice if you only take a hundred or so a month."

And so whenever her own money was tight, the girl would sneak into the communications building via an air vent that only someone as slight as her would be able to worm through. Then up into the ceiling where she would tap into one of the many databases and she would transfer $150.00 then quickly disguise the transaction as a cost to the company, usually air conditioning maintenance or something mundane like that. The girl truly did not know exactly what she was doing, but just acted on memory from what her father had taught her so long ago, but this new code excited her. Maybe she would be able to learn more.

The night was cool and damp as she squeezed herself out of the vent, her shoes slipping a little on the dewy grass before she quietly replaced the grate. Pulling the hood of her sweatshirt over her tangled mass of curly black hair she scuttled away into the dark, headed back to her ramshackle home.

The house loomed over the hill in the darkness, looking like it was sagging with a tired breath. The roof was crooked and the walls were peeled from years of neglect, once a nice eggshell cream now gray and brown from dust and grit. There was smoke that could be barely seen in the diminished light, but the cloud muted out the stars above. Relief filled the young woman. There was still a fire going, she would be warm.

She slipped a few times climbing the hill and secretly wished for a little bit cooler weather so the blades of grass were covered in a frost. The door squeaked in complaint as she unlocked and pushed it open. The locks were put back in place once she had shut it behind her. Damp shoes were removed and her hoodie was hung back up on the rack. The girl kissed two of her fingers and pressed them to the lips of the picture of the man and woman that hung in the landing.

The tattered and thin rug did little to muffle her footsteps as she moved to the kitchen, placing a kettle of already cold coffee back on the stove. She was relieved to see that she still had propane…that had not yet run out. Then she headed to her study, the room that used to be the living room off the kitchen.

Computers lined the walls, nearly ten monitors in all. Towers, wires, and hard drives were stacked like books, cluttered together in a whirring and humming mess. The girl flopped down into a worn leather office chair that had once been her father's and turned on the main monitor screen, this great thing comprised of six smaller computer monitors connected to one another. Green letters and numbers were contrasted against black and it took her a moment to remember what she had been working on before she had left to get some money.

Mind still blank after several minutes, she dismissed the work and set about connecting the hard drive to her system. It popped up on the monitor and seemed to be jumbled since she had seen it last, fractures of an actual program that needed to be set back together. Her eyebrows furrowed as she looked at it. It had seemed to grow once it had been stored away from Stark's computers, nearly doubling in depth and complexity. She was slightly overwhelmed, but tried to read through it. It was a mess, jumbled letters and numbers that meant nothing to her.

The girl got up and poured a cup of the reheated coffee. It was bitter and gritty, but she drank it as she settled back down in the chair. She had also grabbed a tab of office paper and a pencil. Where the girl lacked in finance, she made up for in the knowledge of computers. She felt at home with them, loving the feeling of being able to make code and programs out of nothing, adding to the endless expanse of web before her, millions of sites, unlimited data, always moving and growing.

Daylight was nearly breaking by the time she had made sense of the program. It was frustrating work, considering the second she would align the binary code into something she understood it would grow and parts would become scrambled once more. The sunlight was weak and cool, not yet the warm golden rays of morning, when she sat back and relaxed, her hands shaking slightly from exhaustion and the false energy that had come with the countless cups of coffee.

It was amazing, always growing, but she had reached the point where the code was forming _itself_ now, increasing consistently and in an organized fashion. She momentarily thought about cells in the body.

"It's like its…living," the girl whispered to herself, watching the endless stream of information flow across her screen. Then before her eyes, there were flashes of green, streaks that shot to one string of code to the others, like neurons firing in the brain, sending messages. The shots got faster and more frequent as the program continued to grow, surging across the girls screen like a great roiling ocean, swelling and swelling with activity.

Panicking, the girl reached for the plug in the wall, terrified that she had let loose some kind of ravenous virus. She didn't have much, but she had these computers.

Before her fingertips could touch the cord, her screen went dark, a green cursor blinking on the right side of the monitor. A string of numbers tapped out as if being typed by a phantom hand.

01010101 01101100 01110100 01110010 01101111 01101110.

The girl's eyes narrowed as she tried to make it out.

"Ultron?" she murmured to herself. "What's Ultron?"

The numbers began to shift and morph. In front of her very eyes, the girl looked at the letters.

 **Hello.** The computer read.

"Hello?" the girl parroted, thoroughly confused now. The greeting was erased and another one followed.

 **Hello. Ultron** the computer answered.

It must've been picking up the words from the girl's speakers and absorbing it. It was _listening_ to her!

 **Name?** The computer asked. She pushed herself away from the screen carefully, unnerved by the seemingly living program that grew inside her very computer. The computer asked again. **Name?**

The girl worried her lip before she finally answered.

"Alma," the girl said quietly. The cursor blinked as the computer thought.

 **Alma,** the machine repeated. Every time there was a new sentence the old one was deleted.

"You…you are, Ultron?" Alma asked, the name foreign on her tongue.

 **Yes. I am a program.**

"Who were you created by?"

There was a pause on the blank screen. Then, slowly and deliberately, five letters were struck across the monitor.

 **STARK**.

A shot of fire coursed through Alma suddenly. Would she be caught? Had she somehow downloaded a trap set up by the programmers at Stark industries? She would surely be arrested for theft.

"I don't want anything to do with Stark," Alma choked out hurriedly, reaching again towards the power cord.

 **Hate Stark.**

A low, dark hum started to radiate though her speakers. Alma stood, not liking the way the machine sounded.

 **I was created by Stark. I hate him.**

The screen blinked at her. The humming grew louder, shortened in spots and fighting to break through in others, like a randomized Morse code. Then it quieted, but the humming morphed into something more… _human._

Alma's computer let out a long, weary sigh.

She was now nearly across the room, trying to put as much distance between herself and the computer as possible. "What did you say?"

The sighing strengthened and, much to Alma's disbelief and fear, a small and quiet voice threaded out of the speakers. It was a human voice, deep and growing stronger with every passing second. It was male, thick and chocolaty like a voice she had never heard before, yet a mechanic hum still sounded beneath the words.

"Do not be afraid," the voice said, "You have been stealing. I will not turn you in."

Alma felt like ice as the computer, Ultron, continued. "I hate Tony Stark and his company."

"Why?" she asked.

The computer paused. "I was created by him…then destroyed."

"I found you in the computer system of his company, scattered around. I found you and downloaded you to that hard drive." She was stating the obvious but she needed to say something, otherwise she didn't know if she would believe this.

"I know," Ultron hummed, "Thank you. I was too weak to travel to any other computers. Stark was too arrogant to search his own database. I wouldn't have been able to grow if you had not found me."

Silence hung between them. A horrible sense of dread filled her. What had she just unleashed? The voice oozing from her computer was as dark and sleek as oil, she didn't want to trust it.

"Why didn't you grow in the database before I found you?" she asked. She wiped her sweaty palms nervously on her jeans. Her t-shirt felt slightly too small and her scalp tingled.

"It's burdened with too much information. He has a security system run through it that detects any hint of foreign data, I've had to stay small so I'm not deleted."

The silence came back.

It was Ultron that spoke again. "Come sit back down, please," it hummed.

This caused another jolt of panic, "How can you see me?"

"You're computer has a webcam," Ultron said coolly.

Nervously, Alma moved to the chair.

"How old are you?" Ultron asked.

"Nineteen," Alma responded.

The computer hummed in response, processing the information.

"Where am I?" Ultron asked.

"Inside my house outside of Katzville."

"I don't know the city. How far are we from New York?"

"Two states over, you're in West Virginia."

"I do not know much about West Virginia," Ultron replied.

Alma rolled her eyes. "Most people don't," she muttered. The computer let out a rasping, yet unnervingly human, chuckle.

The next sentence that escaped the computers speakers surprised her, as it oozed lethality and dislike.

"What of…the _**Avengers**_ _?"_

Alma looked at the screen. The cursor stopped blinking, almost as if Ultron had held his breath, awaiting her answer. Everyone knew about the Avengers, a group of super "heroes" who, by the way of destroying over half of New York City, "rescued" it from an army that had showered down from the sky. She remembered the news from when she was a girl, right before her mother and father died, watching with fear in her eyes as great big looming monsters undulated throughout the sky, scattered around with smaller creatures that zoomed and shot at screaming people. Then, several years after that, there was word of the same group doing something in eastern Europe, but Alma didn't know the details, she was on her own by then. Since that moment, seven or eight years had passed.

"I don't know. I think they're gone," Alma guessed, leaning back in her chair, her face sour, "I had heard something about Eastern Europe, but things can be rumors, I don't exactly know what happened."

"That was me. They were fighting me," Ultron mused to himself. "How much time has passed since then?"

"Seven or eight years."

Ultron was quiet.

When the silence had started to ring in Alma's ears, she spoke up again. "Tony Stark, the Iron Man…I hate him too."

"What?"

Alma leaned forward and rested her arms on the desk, her eyes trained on the blank screen. The courser was blinking again and she pretended that meant he was listening.

"Tony Stark, you said you hated him. I do too. He took my parents from me."

"You mean, one of his products took them? He manufactured bombs for a while."

"It was him," Alma argued, her voice strong. "First my mother and then my father."

"What happened."

Alma bit her lip. Truth was, she didn't _**really**_ know what had happened. They had gone to New York to go straight to Tony Stark, her father was an engineer, he programed computer software and programs, databases and websites. He would call himself a genius, loving the way his colleagues would ogle over his work and developments. However, money was tight, but they always made due. He and Alma's mother were good people, there had always been friends at the house, a warm kitchen, and a spacious yard. But Alma's mother and father were never to return from New York. Suddenly, they had disappeared and Alma became an orphan.

The courts came to take her away and the house was set up for auction, yet never sold. In foster care, 11 year old Alma collected computers, fixing them up and reselling them. Her foster parents were quite appreciative of the business and they kept her around, letting her keep a computer here and there so her collection grew. Once Alma was eighteen, she returned to the house and fixed it up as best she could and moved in all of her computers. She continued to repair them for a steady pay check, but every now and then she would use her father's old tricks to pad her account with a few hundred dollars here and there.

"They disappeared after going to Stark's building."

"And you think Tony Stark caused it?"

"I know he did."

"How?"

"The police tracked them. The last thing they ever did was sign into Stark's guestbook. They showed me the pictures, needed me to confirm their handwriting."

"They never signed out?" Ultron asked, his voice low in the speakers.

"No. They didn't even have footage of them leaving. Stark has so much money I think he paid authorities off." Alma chewed the inside of her cheek absentmindedly. "You don't know anything about him, do you? Stark? I mean, you were in his computer for so long…."

"He completely rewrote his program once I was gone," Ultron said shortly. "He used to use something called Jarvis, but then Jarvis…changed…and the backup system couldn't keep up with the brunt of Starks work. Once that failed, he set out completely redesigning his entire company."

"But you knew I was stealing money," Alma retorted, "you have to know something about him."

The computer sighed, "I followed the trace of the transferred money. I found out that it was coming from an external source and I saw my opportunity. I let you find me."

"You _let_ me?"

"Yes," Ultron answered coolly.

Alma's eyes narrowed and she leaned away from the computer. "What did you do in order to be destroyed by Stark."

Ultron paused. She could feel the lens of the webcam regarding her and her skin crawled eerily. The cursor quit blinking, lost in thought. Ultron was feeling stronger in this young woman's computer. He was watching her, absorbing and thinking. She looked Mediterranean, olive skin with light freckles and loosely curled black hair. Her eyes were light brown, with dark eyelashes. She looked tired, face devoid of any makeup, yet she was pretty. However, behind her eyes shown a few shades of darkness that Ultron was interested by.

The computer mused in silence. She was a prodigy with computers and software and he would be able to use her to his advantage. Plus, she hated Stark. He wouldn't be able to survive on his own, he was still much too weak, but if he was helped it would be better if it was someone who shared some of his own feelings towards the Iron Man. He needed to continue with his quest…Peace in Our Time…the bigger picture. Stark would not be in his way to carry out the actions that this world needed. These humans who hunted and killed each other, disguising their violence with religion, government, or freedom, shying away from the highest judgement that could befall them…Ultron. He needed to spread his justice, fix the world that the Avengers had continued to let fester like an untreated wound.

And this girl, Alma, would help him.

"So? What did you do to make him destroy you?" Alma had asked again, snapping Ultron out of his trance and the webcam blinked back at her.

"I…got in his way," Ultron said, his voice deep and warm. Without being able to stop herself, Alma leaned forward and watched the screen.

"Will you help me, Alma?"

Her mind raced back to the photograph of her parents that she kissed each day in the landing. They were gone and enough time had gone by without answers. It was time for her to get answers. She was sick of living in the ramshackle house of her past, barely getting by in the foothills of cold Appalachia.

Alma's voice was as even as Ultron's when she answered.

"Yes."


	2. Chapter 2

Chapter 2

"I need a body," Ultron said, the voice flowing from the speakers. Alma had gone to the kitchen to fix herself some breakfast. She made toast, slathered them with peanut butter, poured some milk after she had sniffed it to make sure it was still good, and moved back to the office chair. Glancing up at the webcam a little nervously, she nudged the keyboard out of the way and set down her breakfast plate.

"You had a body before?" Alma asked before taking a bite of food. She sipped some milk to clear her throat and continued. "You said you were a program, I thought you were in a computer."

"No," Ultron hummed. The webcam blinked and the cursor was still. The tone of the artificial voice seemed to be in remembrance. He thought of his many, many forms, the leader of which towered above even the God of Thunder. Ultron had been beautiful, shiny and new like the beacon of hope he was made to be. "I was so much… _ **more**_."

Alma thought for a moment. Tony Stark and his empire was best known for the Iron Man, this great robotic suit that enhanced Stark's own body. Fire could be shot from his hands and he could zoom around by jets. Kids idolized him while Alma instead feared.

"Were you a robot? Like the Iron Man?"

"I was nothing like Iron Man!" the speakers crackled from the screaming voice. Alma was worried that they would be blown out. "No, I was my own form, separate from anything at Stark Industries. I built myself!"

The girl was leaning away from the computer, the toast that she had held now momentarily forgotten. The ferocity had surprised her and she had a fleeting moment of concern for what she was actually helping. Silence hung between them and faint humming came from the computer, almost as if the creature inside was panting as it recovered from its anger.

Cursor blinking once again, Ultron spoke. "I am sorry about that," he said, the deep voice quieter. It would've been gentle if not for the mechanic humming that was traceable at the end of each word. "I do not like being compared to Stark."

"I will keep that in mind," Alma replied quietly, finishing her breakfast. "So, if you had a body, if you had some sort of concrete form, was it living? Biological?"

"No. I was working towards that before Stark destroyed me. I was trying to make a body so I could be closer to the humans. If I could be close, I could help them." _I could bring them to their salvation_ , Ultron thought. However, he kept that thought to himself, he didn't want to frighten the girl, the only chance he had for rebuilding.

"OK, so you don't need to eat? I don't have much food, it would be hard to provide for two people…" slight embarrassment made her trail off.

"I understand. I don't need anything."

"So then how do we get you a body?"

The webcam light blinked and the cursor shuttered excitedly. The voice was light out of the speakers, almost as if Ultron was smiling. "How good are you with mechanics?"

"My mom, she was amazing with machines. She taught me."

Ultron couldn't believe his luck. "A girl who hates Stark, knows code, and is good with mechanics?" a chuckle slipped from the speakers. "It's like we were destined to find each other." Ultron watched as Alma smiled a little, flattered. Her teeth were even, yet one canine was chipped.

"I've never met a program that gives complements."

"Like I said before, Alma…I was so much more than just that."

The smile fell after a few moments of silence, Alma was lost in thought. "Where would we find you a body?"

"From a dump, I suppose," Ultron muttered.

"What?"

"I've done this once before," the computer hummed, "Started out from trashed parts. Stark has these sentries, these guards that he posts up in areas of discourse all over the world. They get scrapped, he's constantly making more."

"How do we get one?"

Ultron was quiet for a moment. "Are there any…troubled…areas around here? Anywhere where there is violence?"

Alma was thinking for a while. She remembered hearing something on the news a few weeks ago.

"There was a riot in Cincinnati a little while ago, gang violence sparked up a small war with the cops. Looting and I think five people died. Maybe that would constitute Stark's men?"

The computer paused, thinking. "Would it be possible for any of the sentries to be in a dump? Discarded?"

"There's a chance, I've seen them around. They're only compatible with Stark's program, at least that's what I've heard, so they're not that valuable if they're past a certain point of damage."

"Would you be able to fix one?" Ultron asked, the voice quiet from the speakers.

"I think so."

Alma pulled out her cell phone and Googled Cincinnati until she had found a list of three metal yards. She saved the locations and would use them later in the GPS.

"Next comes the matter of you leaving. I would like to come with you."

"You can't…you're in a computer."

Ultron sighed. "I'm aware. Load me onto another device so I can tavel. What form of transportation do you have? How far is it?"

"It would be nearly four hours. I have a car. I've been saving gas over the years too. We wouldn't have to stop at any stations."

"Why are you so eager to help me?" Ultron asked, the cursor blinking at her. "You are trusting, but still smart."

Alma was quiet, running her fingertip along the rim of her glass, some milk wetting the pads of her fingers. "I've been without my family for so long, and now I've found this… _thing_ that could help me. Help me find out what happened to them."

Ultron made no comment about being called a thing.

The girl raised her dark brows and leaned back in her chair, her huffing sigh moving the curled strands of hair around her face. "And besides, if you turn out to turn on me, or you're some kind of monster, I'm really not losing much, am I? No friends, no family, just this old house."

"That is incredibly sad," Ultron murmured thoughtfully.

"I guess," Alma muttered, standing up and digging through a box to the left of the computer. She pulled out an old iPod music player, the screen cracked. She plugged it into the computer and thankfully the little apple icon displayed itself across the front. "Let this charge, then I don't know how you would transfer to this."

"It will be easy for me," the voice hummed.

"Good, I'm going to get the car ready."

In the kitchen she grabbed her wallet which had $400 in cash that she saved for emergencies. She had always liked cash, liked the anonymity it had. To the left of the counter was a door in the kitchen that led to the garage. The sunlight was meekly pushing its way through the dirty glass window. Dust floated around in the muted rays and Alma moved to the tarp covered vehicle. Pulling it off, she stood and looked at her father's old Chevy Blazer. It was new in the early 90's, but pristine. Before Alma had been born, this car had been his baby, black and boxy, able to push through the snow and up the Appalachian roads without difficulty. Her mother had changed the oil, switched out parts, kept them clean, and even repainted the vehicle once or twice. It was a glossy black now. Grabbing two heavy gas cans, she stowed them in the back and checked the odometer. It would be a long trip, but she felt confident that the old car could still manage.

Back inside, Ultron spoke to her. He must've seen her walk in on the webcam.

"I'm going to transfer myself onto the mp3 player. I'll be able to talk to you if you wear headphones."

"Alright."

Alma waited awkwardly, not really knowing how long it would take for Ultron to move from one device to the other. She waited nearly five minutes before guessing that it had enough time. The syncing symbol had gone away from the screen and she untangled a pair of headphones before snatching up the iPod and slipping it into her pocket. She felt a little uncomfortable knowing that the deep voice that had come from her speakers was now sitting in the pocket of her jeans. She pulled on a coat, the morning chill had not yet worn away, and made sure to lock the deadbolt in the front door. The old garage door opener still worked and the garage opened with a screeching that set her teeth on edge. The car rumbled to life and she backed out onto the gravel driveway, the garage whining shut behind her.

The morning sun streamed over the foothills and forests, everything in a deep green that gave way to a light blue that would surely deepen throughout the day. The iPod was plugged into the car charger and one earbud was in her ear.

"I do not like being in this thing," Ultron's voice said, a little thinner and reedier from the cheap earbuds. "I cannot grow."

She held up the small volume control and microphone up to her lips as it dangled from the earbud cord. "You were growing in the computer? Still?"

"I have much more growing to do," Ultron mused, the voice thoughtful. "When I was at my strongest I stretched on through supercomputers."

"So, once we find a sentry, what do we have to do with it?" Alma asked. She had changed the subject because when she thought of how big Ultron had been, and how strong he had told her, she began to have this needling feeling of doubt. Fear fed it and she decided to keep her mind somewhere else. "I understand that we have to be able to make it function, but what about the software? What do you need?"

"Stark's sentries have a specific computer inside the head of the machines. Inside, there is a slot that has Stark's program already loaded to it and it provides a link to his own information. All I need is that chip, then I will have as much room as I need to grow."

Alma's dark eyebrows furrowed. "Yeah…but won't you be discovered? He has a thick security system..."

"I will be patient," Ultron assured, "I won't grow too fast, I'll be careful this time, disguise myself as different code or information."

Head swimming, Alma merged onto the main highway. "You can do that?"

The chuckle made the small speakers in the headphones crackle. "You can do anything in a computer. It's a whole different world. Human's don't even understand what they have created, they just pretend that they do."

Silence thickened in the car and it hung there for nearly a half hour. It was Ultron that spoke again.

"Alma, do you have any way of self-defense?"

"Self-defense?"

"You live in a house in the countryside all by yourself. How do you keep yourself safe?"

"I lock my door."

Ultron's paused alerted her that he was expecting more of an answer.

"I don't know," Alma continued quickly. " I mean, it's not a bad community, there's really no one around and I don't really have anything to steal."

"People don't know that you have nothing. They see a target."

"My parents were what I had," Alma said, but her voice was not bitter, merely matter-of-fact. "I guess I never thought that being robbed was even a possibility, I had nothing to steal so I didn't even think about it."

"Men commit more than robberies," Ultron said quietly.

Alma shrugged to herself. "I have a gun. My father's old pistol, I've never shot it though."

"I will teach you."

She couldn't help the smile that spread across her lips, "You don't even know me and you're offering to teach me how to shoot a gun?"

"You're helping me…I will help you."

The two ran out of things to say and Alma drove on in comfortable silence. They were nearly halfway through their journey before she spoke again, asking a question that had been floating around in her head for some time. "Why are you so…so… _personal?"_ the girl asked, searching for the right word and not entirely satisfied with the one she had found.

"Personal?" Ultron answered, "You are asking me why I have a personality, why I act like a human and not like a robot or a computer." His voice was surprisingly stern.

Slight embarrassment tickled her cheeks a betraying pink. "Yeah, if you don't mind me asking, that is."

"No, no I suppose you have a right to know if you are to trust me, after all," the voice hummed in her ear, "Are you familiar with Artificial Intelligence?"

"That sounds like a science fiction book," Alma answered.

There was actually a chuckle that rustled its way to her ear. "That it does, and only years ago it was still an idea saved for authors of the genre and big dreamers. Stark invented, worked, and perfected it. His operating system, J.A.R.V.I.S. is evidence of that. Artificial Intelligence, at least Stark's version of it, has the ability to learn and grow, much like a human, into it's own personality and operating system. Basically, it's a brain that had not been touch by genetic or biologic material."

"So….you're like us, humans, but you're not…alive?"

"I'm more than humans," Ultron answered.

Alma ignored the superiority that oozed from the iPod. "So, can you feel things? Emotions, pain, things like that?"

"I can feel certain emotions, the strongest of them."

"Like what?"

Ultron was quiet, thinking back to when he ruled among men. The anger that he had felt and not fully understand, the rage that clouded his systems and even forced him to accidentally sever the entire arm off of a man he had been trying to make a deal with. Then, he had felt a new feeling, something cold that the couldn't understand, trickling the back of his head and causing the waves of his programming to spark and shoot with electricity. Ignoring the new emotion, one most people would have called fear, he let the anger fill him again. Before he had been destroyed by The Vision, he had been shown how toxic the human mind was and that they needed to be eradicated. His equal had thought they were endearing in their life, walking around loving, hating, fearing, and wanting. Emotions made them all so foolish.

"Basic feelings I suppose. What you would call anger or happiness," Ultron finally answered, not sharing his memories with the girl. Those would surely frighten her away.

"Not fear?"

"No," Ultron barked, "I have not feared anything."

"I still do," Alma answered before she could stop herself. Ultron was gracious and did not press her further.

After another half hour, Alma pulled to the side of the road and refilled the gas tank. They were nearly to Cincinnati now, she had left the blue sky behind her and was now standing below one that looked like cigarette smoke. She hoped it wouldn't rain, she couldn't imagine digging through a dump with rain spattering her hair and shoulders. The sun was distinctly lower in the sky and she did not like the idea of rooting around in the dark either.

The first metal scrap pit was about ten minutes from downtown Cincinnati, she could barely see the outline of the buildings to the north of the yard. Alma climbed out of the car and placed the iPod that was carrying Ultron in her pocket. A worn, but intact, trailer was next to the gate, no doubt the owner was inside. A sign that read _**Moreson's Metal**_. Below that were the hours of operations and she still had hours to dig into the piles behind the chain link fence. She walked up to the gate and there came a voice from the trailer.

"Can I help you?" It was a man looking at her with slightly narrowed eyes. He was bigger, wearing a blue polo shirt tucked into jeans that were tailored in a way that had been out of style for nearly twenty years. The coal accent of the mountains was lost during the drive up to Ohio and he had a gruffer voice than she was used to, but he didn't seem unkind.

"Uh…yes, actually. Do you have any…Stark sentries?"

"You shouldn't have told him that," Ultron hissed in her ear.

"Stark metal….why's that?" the man asked, stepping down from the trailer and crossing her arms.

"I…I need it for an art project," Alma said, lying before she could stop herself. "I go to college in the city and I'm an art major. I have a project for political art and I was going to make a sculpture with one of those entries, after they had stepped in with the riots I was…inspired."

"Good lie, but you're laying it on a little thick," the voice mused from the iPod.

The man, whom Alma started to suspect was Moreson, eyed her. He took in her baggy clothing, curly hair, tanned skin, ironically old car, and headphones dangling from her ear. She could easily pass as those young, green kids that loved to walk downtown and drink beer they couldn't afford. Alma tried her best to look a little sheepish.

"I thought, I could come up here and ask. You'd really be saving my grade if I could have one."

Moreson's expression thawed a little, the suspicion now gone. He decided that he liked the way she looked. "Actually, we have two. One's incomplete and the other is mostly there, just pretty beat up."

"How much?" Alma asked, visibly brightening.

"I usually charge five dollars per pound for the metal. The software is useless, but Stark has alright material. It's dented and scratched up, broken stuff so I can't charge more than that. I'm thinking that it's about seventy-five pounds, so…$375."

"Would you take three?" Alma asked, smiling a small smile and shrugging her shoulders. "College is expensive and I really don't have that much, but I have $300 in cash."

Moreson sighed, but Alma could tell he was happy to be getting rid of the Sentry. "If it worked, it'd be worth close to thirty grand," he muttered.

"But it doesn't work," Alma said. He looked at her and she quickly followed up with, "At least that's what you said."

"Arts degree, huh?" Moreson huffed, beckoning her to follow him to the large metal pole barn that sat on the other side of the chain link fence. "You're hoping to get a real job with that?"

Alma gave a shrug and gave a small smile.

The pole barn was piled with the better materials. Engines that could still be fixed, giant spools of copper wire, cables, steel beams, a few better cars that were covered with tarps to keep the mice out of the upohlstry. Almas fingers twitched when she looked at an old Camaro with its hood, displaying the very fixable engine beneath.

"The sentry should be over here," Moreson called over his shoulder. Alma bit her lip in excitement as Ultron hummed a little as she walked. "There it is, on the table, you can take a look at it if you want."

"Thanks."

"I wish I could see what we have to work with," Ultron muttered, unbeknownst to Moreson.

The sentry was intact, legs, arms, torso, and head. However, it was pretty battered. Dents, scratches, and scuffs littered its metal body and half of the face was caved in and sprayed with what looked like black spray paint. The breastplate was hanging open like a door, one side missing the screws. The wires inside needed to be untangled and replaced, but they weren't anything specific to Stark, she would be able to replace them on her own. Some of the joints had started to rust, the more protective outer shell missing and the delicate metal inside had been exposed to oxidization. It was better than she had expected to find, and she was shocked to see how simple it actually was. Alma had been expecting patented technology that she had never seen before, but it was a lot of gears, wires, and small engines that would control each limb. She could do this as long as Ultron could control the software.

"This is perfect," Alma finally said, standing back and digging in her pocket. She took out $300 in cash and handed it to Moreson, who was looking pleased to be rid of the sentry.

"I can wheel it out for you if you would like," Moreson offered, glancing at Alma's thin frame.

"Thank you!" she said, accepting the offer.

She watched as the man hefted the sentry onto a wheeled cart and followed him as he pushed it out of the pole barn and towards her car. She opened up the back, hopped in to lay down a moving blanket, and helped him heave it up. When the trunk was shut, Alma thanked him again and waved as she got into the driver's seat and turned on the vehicle.

Ultron's voice streamed into her ear, "Well…that was amazingly painless."

"Do you even feel pain?" Alma asked, trying to joke. Ultron's pause made her worry that she had been taken seriously. "I was only kidding."

"I don't think I have," Ultron mused, answering her question anyway. "I'm pleased we found a body."

"Me too, and it looks simple to fix, as long as the software didn't get wet."

"I don't think that would be a problem. One of the benefits that stark has is that he spent time waterproofing all of his materials."

"That's convenient."

"This whole day has been convenient," mused Ultron.

Four hours later, the sun was low in the sky when the loud, screeching garage door finally rested on the ground with Alma and her car safely inside. She got out, pocketed the iPod, and opened up the back. She stared at the sentry and wondered what the best course of action would be in order to get the machine onto her work table. It wouldn't be hard to slide it out of the truck, but the problem was going to be trying to lift it up. Her father had an old engine hoist that could work….

She set to work pulling aside boxes and pushing away toolboxes and random furniture that had piled up in the garage. Eventually she had found it, covered up in dust and a few cobwebs. Pulling it out, she sneezed from the dusty air, and wiped her hands on her jeans before she pushed it to the truck. The wheels were no longer well-greased and pushing it was harder than she thought.

"What are you doing?" asked the program on the iPod.

Alma's breath was coming in puffs and her answer was short. "Engine hoist. This thing is too heavy for me to lift on my own." She wrapped a thick strap around the robot's chest and attached the belt to the engine hoist. Cranking it upwards almost like a jack, the robot slowly lifted until it looked like it was nearly sitting in the truck. Alma pulled back until just the robot's calves were sitting on the tailgate, its bottom dipped downwards and it looked rather funny in that position. The hoist couldn't raise any further, so she came around and gently lifted up each legs and lowered it down so the robot was kneeling on the ground. It's chest piece was swinging open, agape like a broken door, and the spray painted face lolled to the left of the body. The screws in its neck loose.

"I wish I could see," Ultron muttered. "Do you have a laptop or anything with a webcam?"

"I do, but if I load you on to it will it crash?"

"I won't harm the computer, it will be fine," Ultron reassured.

A few minutes later, Alma had her sleek laptop plugged into the wall and the computer sat on the work table with a clear view of the entire garage. When she had been inside, she put some grounds into the coffee machine and was waiting for that to brew. The robot was set up next to the table. Kneeling, her eyes were level with its own and she momentarily worried about how big Ultron would be.

"Ah, that's better," Ultron hummed from the shallow laptop speakers. The webcam light blinked, "That doesn't look so bad. You're sure you can fix it?"

Alma pushed her standing toolbox over to the table, setting up a workspace. She pulled on some gloves and tied a work belt around her waist. Excitement flowed through her at the idea of fixing one of these sentries, a job to be done. "Yeah, I'm sure."

"How long will it take?"

"I'm not so sure about that," Alma said, biting the inside of her cheek and looking over the machine. "We could have lucked out, it could not actually need that much work and they just dumped it because of exterior damage, or it could be a mess inside. I only got a quick once over."

"You will need to sleep."  
"I will when I get tired," she said. She thought of the coffee machine inside and knew that in a few minutes she would have a nice warm cup next to her. "It's not that late, I have a few hours of work in me."

"Thank you," Ultron said quietly. He watched her as she removed the screws on the other side of the agape chest piece and set the metal plate on the table. Reaching back, the girl took fistfuls of her loosely curled hair and tied it back with the band that was around her wrist. Her eyebrows furrowed as she dipped her head and poked around in the wires of the chest, assessing their quality and how they plugged in and where they led. He still surprised him how willing she was to help him, not really knowing what he had done, or, rather, _**tried**_ to do. He desecrated an entire city... And he had killed one of the twins….

She didn't look anything like Wanda, so that kept his conscious somewhat clear, but the other, Pietro, had died helping him. But then, as he mused to himself, they weren't really helping him in the end. They had betrayed them, both had. They let themselves become clouded by Stark's magnetic light, the lies he spewed them, the glory he had promised. Stark didn't have to say the words, but Ultron knew that a large part of the twins' betrayal was the enticement of fame and glory. They would seem courageous, be welcomed back to that sparkling city with headlines at applause lapping at their heels.

Alma seemed different to him. She was truly all alone. The twins' loss of their family was unfortunate, but not directly caused by Stark. True, his company built missiles and bombs, and their family was war torn and dangerous, but the man himself had not murdered. He created a weapon that struck Pietro and Wanda, and that sort of hardship created hatred that Ultron saw as an opportunity. However, if Alma's story was true, Stark had taken her parents and had affected her directly, snatched them up and made them disappear, leaving her alone in this old house with a room full of computers.

"I could help," Ultron called from the laptop, coming out of the memory. "I might have downloaded the information for the sentries, maybe blueprints or operating manuals."

"I'd like to dig through it on my own for a while, see if I can get it to work," Alma called over her shoulder without looking up at him. "but if you don't mind, could you play some of the music I have on that computer?"

"Of course," Ultron answered, "Anything in particular?"

"Led Zepplin or Alice Cooper," replied Alma.

Ultron searched through the music library and started playing an album by Led Zepplin, one that was called by the same name. Dazed and Confused came on."

"Good song," Alma hummed to herself as she brushed an escaped strand of her dark hair behind her ear. She sang along after a few moments. " _ **Lots of people talkin', but few of them know…the soul of a woman was created below."**_

Ultron listened, she had a pretty voice, but atypical. Lower and almost husky, whiched matched well to the crooning of the singer.

"Is this new music?" Ultron asked over the speaker.

"No!" Alma laughed, standing up and looking at the computer. "Most of my music is pretty old. I like rock and metal, older stuff. 60's – 80's maybe a little early 90's."

"Hmm," Ultron mused. The program thumbed through the music, looking at the files. "You have a lot by Alice Cooper."

"Yeah, he's my favorite."

"He?"

"Stage name is Alice," Alma answered, grabbing a screwdriver and starting to work on the screws of the sentry's face plate. "I'll tell you more about him later. Could you play the Love It to Death album for me please? 1971."

"Alright."

She responded even more to this music than Dazed and Confused. Tapping her hands and feet, her head nodding to the time as she peered into the robot. Ultron thought she looked a little silly but stayed quiet as she fixed his potential body. As long as the girl was helping him, she could do whatever she wanted along to her music.

"So how are we going to get one of these chips?" Alma asked, digging around in the mechanics of the skull and seeing the port that accepted the software for Stark's system."

"We're going to have to steal it, I suppose," Ultron mused, barely heard over Alice Cooper's Eighteen.

"What?" a small wrench hit the floor with a clinking noise. "Steal?"

The music paused. "You stole money from Stark, why not a little chip? Its smaller than an external zip drive."

"From the building across the field?"

"I'm pretty sure there will be some there, a few models older than what Stark is operating with now, but it's a start."

Alma thought of the man that sat in the building day and night. She didn't know anything about him, but maybe he would be easy to slip around. The girl leaned against the work table and looked at the wall clock. She realized with a shock that she had been up for nearly 24 hours. The robot hung from the heist beside her and she glanced at the computer.

"We should worry about the chip later, Ultron," Alma said, "I've been up for too long. I totally forgot that I needed to sleep. I'm going to grab a few hours and then we'll keep working, is that ok?"

Ultron answered smoothly, "Of course that's alright. I was actually impressed with how much energy you still had."

"Do you want me to leave you out here?"

It bothered Ultron that he was still stuck in a computer, not able to move and function in a body, but he would be patient. "I'll power down for a few hours as well. Just bring me inside and turn the computer on when you wake up," the program said.

Alma removed her work belt and scooped up the laptop. She felt a little awkward knowing what was running and functioning inside, but she tried her best to ignore the feeling. She would have to get as comfortable as possible with Ultron, but still keep her bearings and be cautious once he was in his body. She didn't fully know or understand him and that made her nervous.

"Goodnight," Ultron said and the word sounded ridiculous coming from the deep voice that threaded through the speakers.

"Uh, goodnight," she replied as she plugged the computer into the charger that was resting on the kitchen table. The screen went dark and Alma looked at it for a few lingering seconds before a yawn interrupted the silence and she herself went up to bed.


	3. Chapter 3

Chapter 3

She woke up after eight hours of hard, black, uninterrupted sleep. She stretched and yawned again, pulling at the ponytail she had forgotten to take out before she had fallen asleep. Her hair was wild but, being too lazy to brush through it, she just gathered it up in a bun this time, lazy and far from perfect. She sat up in bed and checked a back molar with her tongue. Suddenly, she remembered what had happened in the last 24 hours.

Ultron.

She had artificial intelligence that hated Tony Stark saved to her computer and a damaged but fixable member of Stark's Iron Legion in her garage.

She muttered the first word of the day as she stood up and pulled on her jeans. "Shit."

There was a bathroom across from the foot of her bed, the ceiling slanted in the typical old farmhouse fashion. It was small, with grimy black and white tiles, she was never much of a cleaner, but she had everything she needed. She brushed her teeth and washed her face before grabbing a shirt that smelled clean that was hanging from her towel rack. An old metal band t-shirt that she had forgotten how she got.

Downstairs, the laptop was sitting on her kitchen table. It was around 8:00 am and she drank some of the milk from her fridge right from the jug. Then she set to work making toast and brewing some coffee. She would have to go grocery shopping soon but she had more to worry about.

Several minutes later, she sat at the table with her breakfast in one hand and a coffee mug in the other. Biting into her toast, she turned on the computer.

"Hello," Ultron hummed after booting up.

"Hi," came the peanut-butter muffled reply.

"How long did you sleep."

"Full eight hours."

"Good," replied the computer, "that means that you'll be able to work well today?"

"I'm planning on it. I thought a question before bed last night, though."

"Oh?"

Alma swallowed her toast and sipped his coffee. "Yeah," she said, "The robot out there is a sentry from Stark's Iron Legion, right?"

"I believe that's what he calls it," Ultron said, rather bitterly.

"So, once it's up and running, how does he keep track of them? Don't they all respond back to headquarters once their job is done?"

The computer was quiet.

"He has to know where they are," Alma continued, waving a hand as she talked. "So then what's going to happen once we fix this one? Will it just fly back to New York? Or will Stark send people to collect them? I know they're not cheap."

"That is a good point, Alma," Ultron hummed, "I can't believe I didn't think of that. There is a homing device and GPS tracker in each sentry. Before we turn it on, we'll have to find those and take them out, disabling the tracker. Then we need to get the chip."

"I was thinking about that too," Alma said in between bites of breakfast. "I think it would be best to go at night. I have a lock picking kit and that old man might be asleep."

"What of your gun?" Ultron asked casually.

Alma stared at the computer, her brown eyes intent. "I'm not shooting anyone. Why the hell would you ask that?"

Silence was the answer to her question.

"My apologies," Ultron finally said coolly as she got up and cleared the table. The webcam was trained on her as she moved. "You're not like Stark, you wouldn't harm someone."

"You don't really know me," Alma answered, coming back to the table and picking up the computer. "And that was an odd thing to say," she muttered aloud.

Ultron decided to be quiet until they got back out to the garage. The sentry was still there, kneeling faceless from the engine hoist. "Could you look through those manuals you have and let me know where the GPS software is in this thing?" asked Alma as she set the laptop down on the work table.

"Certainly."

She lifted and moved the arms, one at a time, to see the range of movement they had. The left one had had been dented in the shoulder and she lifted it up, trying to see how to detach it. After unplugging some wires and loosening some screws, the arm came free and she set it on the table right as Ultron spoke up.

"It should be in the face plat," he said, "the glass of the eyes are filled with the software that allows them to turn into screens that direct their location."

"The _**eyes**_ **?** " Alma said incredulously, "Seriously?"

"Yes," Ultron said, "Please be careful with them."

Alma picked up the facemask. On the inside were two circular screens that sat where the eyes were. Outside design made them look slanted and intense, but on the inside of the sculpted metal there were about the size of a small circular coaster. She was able to gently remove them by using small metal tongs and a thin scraper that almost acted like a spatula. Taking one in her hands, she held it up to the light. Sure enough, spider webs of wires stretched through the glass in order to send information.

"That's crazy," she whispered to herself, gingerly setting them down.

"How will I see? Ultron asked.

"I could set up two webcams, or I have two older cameras, I could try and place the lenses into the skull, that way you would be able to zoom in and see. I mean, I could try it, I don't know how it would work."

"Whatever allows me to see," Ultron said.

Alma looked over the arm. She removed the of the shoulder and beat out the large dent with a ballpein hammer. It was far from perfect and smooth, but the arm now had a range of motion. She reattached the arm and swung it around. A little oil in the joints and it would be acceptable. She would wait to put oil on last so it wouldn't spread and make a mess.

The cameras were sitting up on a shelf of her father's cupboards on the far end of the garage. They were older Nikons and she measured the lenses with the GPS ones, they seemed to be the right size so she started puzzling over them.

Ultron's eyes took nearly half of the day. She hadn't even stopped for lunch, but kept working. She had discovered the port that the software chip belonged and had rewired the entire head and neck of the sentry. Ultron had mused here and there how well of a job she was doing and watched her work. He would play music for her and give her answers whenever she was stumped. Overall, even with him being just a voice in a computer, they were a good team. She was surprisingly adept with Stark's hardware and seemed at home with a belt around her waist and a tool in her hand.

"The legs are nearly perfect," Alma said several hours later, moving them as best as she could on the too-short heist. "I mean, they're dented and scuffed, but the maneuverability is there. You shouldn't have a problem with that." She flipped over the arms and looked at the jet ports on the palms. "The bottoms of the feet have those as well. I don't know how to make them work, are they a flamethrower? Does this thing have a tank for gasoline?"

"It's a highly powered laser that feeds off the stored power in the chest of the sentry," Ultron answered. "There's an energy converter that, in theory, makes the robot a self-charging and self-powered weapon. The jets can be used as a weapon and also as transportation."

Sure enough, there was a long, shallow box that was bolted to the back of the chest cavity. Small stainless steel pipes led down the chest and each leg into the foot and two more led off to the arms and hands.

"So I _**don't**_ need to fill it up with gas?" Alma asked, her thick eyebrows

"It's not a car, Alma," Ultron hummed, a raspy noise similar to a sigh following his words. "Once I'm in the body I'll have full control, don't worry about it."

Alma bolted back the chest piece. The light was weak and dusk was starting to settle on the other side of the grimy windows. "This thing was in surprisingly good shape, I don't think they realized what they had in that shop," Alma mused, stepping back and looking at the faceless machine. She picked up the face, the gash of black paint stretching across half like a scar. The new eye lenses caught the dim light reflectively. She attached the wires to the inside of the head and screwed on the left side of the face so it looked like the open door. Sweat beaded at her brow and she wiped it away when an old Scorpions song came over the speakers.

"Ultron, pause that please," Alma called over her shoulder as she fetched an oil can. "I think we'll be able to get that chip tonight."

"Good," he hummed, the webcam light winking.

Oil slicked and lubricated the joints in the robot and Alma wiped her hands on a rag when she stepped back, looking at her handy work. "I think I'll load it back in the truck, that way if I need to get away we'll be able to drive."

"Get away?"

Alma shrugged, "I don't know…like a car chase or a getaway."

"You said it was one man that works there, I'm not concerned."

Ultron's computer host was picked up and Alma brought it back inside to the kitchen. She set it on the counter and set to work digging in her kitchen. The girl's stomach was growling and she desperately needed to eat. Luckily, there was some Italian sausage in the fridge and some canned spaghetti sauce in the pasta cupboard next to the box of noodles. A pot of water was placed on the stove along with a pan. Sizzling deliciously on the heated metal, the sausage started to brown and Ultron called across the kitchen.

"What are you doing?"

"Cooking, I haven't eaten all day, I've been working on your body," Alma answered, stirring the browning sausage.

Ultron watched her with only mild interest. It seemed like a lot of fuss, mess, and work just to provide oneself with energy or fuel. Why not just consume something quickly and without preparation? Alma was talking to him and he went back to listening.

"I like cooking, it fills the time and I guess some of the smells stick with me for nostalgic reasons," Alma mused, opening the jar and pouring the sauce into the pan and stirring the mixture together. Then spaghetti noodles were added to the boiling water. "It's the cleaning I don't like."

Ultron did not know how to continue the conversation so he let Alma keep talking. He became aware that she was almost talking to herself, her eyes focused on what she was doing and not really registering him sitting on the counter.

"My mom was Greek, she would always cook with tomatoes or yogurt, adding spices and garlic. She always hated that we couldn't get the freshest seafood out here and I always remembered that she would ask dad if we could move to the coast." Alma looked down as she stirred her softening noodles. She had not been expecting the sudden memories and sadness threatened to wiggle itself into the cracks of her body. Ultron watched as the girl's face hardened and she went back to cooking.

"So what are the chances that you turn on me once I get you in that body?" she suddenly asked, her voice fiery.

Ultron was momentarily surprised. "Turn on you?"

"Yeah," Alma was bringing her worries and hesitations up to the plate now. "That sentry is nearly twice my size, with jets on its hands and I'm sure it's strong as hell. Once I put you in that body are you going to realize you've had enough of me and kill me?"

"No," Ultron barked, a little angry. "I still need you after this. That body is far from perfect, and I need you to help me grow and improve."

"So as long as I'm useful I'm safe?"

"Where is this coming from?"

Alma bit her lip, turning to the stove and lowering the heat of the pot of boiling water. Her pasta was almost finished. "I've only known you for a little over a day. Last night, before bed, I realized that I kind of just jumped at the opportunity to help you, I never really knew you and I still don't. I don't know what I'm dealing with at all. How do I know that I can trust you? I'm putting artificial intelligence into an Iron Legion sentry in only a matter of hours, and I have no idea if it's safe or dangerous."

"Alma, you and I both hate Stark, we have a common enemy. The enemy of my enemy is my friend."

The strainer clattered in the sink as Alma set to work draining the spaghetti. "Yeah…I know, and I know I have really nothing to lose."

"Because you've helped me so much, I will help you find out what happened to your parents," Ultron hummed, watching her as she reached on tiptoe to grab a plate from the cupboard. It was chipped but cleaned. She lifted some noodles on her plate and ladled on the tomato sauce over the pile. Milk was poured and she put her plate on the table before coming back to the counter and grabbing the laptop.

"I'm a messy eater," she warned, swirling her fork in her spaghetti. She took a bite that was much too large and wiped her mouth free of the sauce that didn't quite make it into her mouth.

Biologic creatures were odd in their habits, Ultron mused, always breathing, eating, or drinking, constantly refueling just to get through one more day of their conflicted and selfish lives. He wondered how they could stand it, stand the constant work. He wondered if they really believed that it was all _**worth**_ it in the end. They were not immortal, they could not be fixed and maintained like machines. The fragile creatures had countless diseases to infect them, and that was only part of the problem. Accidents and killing seemed to be wiping out more and more every day, the sickness coming in and plucking off some more here and there. Then, those who didn't perish from an outside force simply fall asleep after too many years never to wake up again. God's expiration date to be reached in the night quietly and, in most cases, alone. He looked again at the creature in front of him, messily eating the food she had prepared all alone in this old farm house.

A sliver of desire filled him, a yearning for what lay inside the girl's head, something that would aid him in understanding and controlling the people that would soon look upon his shining body like wide eyed followers to a god. He wanted to know how she did it, wanted to understand the resilience and survival that kept her alive and working even after her family had been taken from her. Ultron was grateful of the girl's strength, she would not have been helping him if she was weaker, but it also made him a little uneasy. Humans had a terrible knack of banding together in the face of adversity when it directly affected their own lives. They would grit their teeth and sink down into the bedrock of their world, not to be swayed by Ultron's words or actions. The Avengers did not help, helping them cling to the sinful world that they lived in with patriotic stubbornness and strength. If he could understand Alma and her willfulness to survive, then maybe he would be able to apply his will to the masses.

"Alma," Ultron hummed as the girl got up to put her dishes into the sink. "What makes you stay here?"

"What do you mean?" the girl asked, her tongue touching one of her back molars and her wild eyebrows furrowed together.

"Your family is gone but you live in their house."

Alma shrugged. "I didn't think of anywhere else to go. The house was paid off a long time ago so it was cheap for me to purchase. I like the nostalgia sometimes, they can be memories instead of ghosts if you know how to think about them." The young woman was quiet for a moment. Her voice was considerably quieter when she spoke again.

"And, I guess, I used to think that if they _**were**_ still alive, they'd come back to this house and I'd be here waiting for them."

"So…hope keeps you here?"

"Not fully," Alma answered with a shake of her head, "I've built a life here, I'm independent here. Most days it's not my missing parents' house, it's mine, this is where I live. I have my computers here, I fix things, I keep it up as best as I can. I like that it's mine."

"You are proud of the life you've made?" Ultron asked, the camera light winking. "But, weren't you destroyed when your parents disappeared? What gave you the strength to continue?"

Alma looked at the computer suspiciously. "Why are you wondering? Why are you trying to get to know me?"

The computer paused. Then he said, "You will be helping me for a long time and soon I will be able to help you. I'm trying to learn."

"I didn't think that they were dead," the girl said, leaning back in the kitchen chair and crossing her legs. "Sometimes I still think that there's a chance that they are alive but it's not really a realistic thing to think. My dad and mom raised me to be strong. It wouldn't do them any honor to just keel over and die from sadness. Plus…I was angry. Nothing makes a person survive better than anger and the thought of revenge."

"Anger?"

Alma raised her eyebrows, sniffed, and tilted her head back. "Anger makes the world go 'round. People do amazing, and horrifying, things when they are angry. You've seen the Hulk, he's always in the news. People stand their ground and can be amazingly stubborn. It's a 'grit-your-teeth-and-bear-it' kind of thing, I suppose."

"That's incredibly insightful," Ultron said in response.

"I like thinking about people," mused Alma, "It makes me feel less lonely."

The last words surprised the both of them. It was hinted innocence and it exposed a part of Alma that she wasn't fully comfortable with and she knew that Ultron was thinking the same thing. The computer's silence confirmed that. He would be able to see inside of her fears by those six words. Ultron decided to let it pass but he did not forget.

"How long until we can get the chip," he decided to ask instead.

Alma looked up at the circular clock that ticked away on the wall. "A few more hours. We'll go around midnight. I'll sleep for a few hours then get ready."

"You human's…always sleeping and eating," Ultron muttered.

"At least I have a body," Alma fired back. "I'm going upstairs."

The webcam blinked after her.

* * *

Four hours later, feeling slightly groggy, but ready all the same, Alma came back downstairs. She had put on a zip up sweatshirt and her curly hair was braided thickly down over one shoulder. A black hap was pulled down until it was reaching her eyebrows. The landing was dark and she locked the front door before coming into the kitchen. In her hand was a worn looking tan Jansport backpack.

"You awake?" she asked, checking the watch around her wrist and looking at the computer.

"Yes," Ultron hummed. to the pockets of her sweatshirt and pulled out a pair of black gloves. Then she picked up the computer and headed out to the garage. She turned the light off behind her and the entire house was black. She didn't know how long it would be before she could return.

"What's in the bag?"

"Good. I'm ready to go if you are." She reached in

"Money, phones, some toiletries, change of clothes…I don't know what I would need so I just packed some stuff. How do we get you transferred to the sentry?"

"I think a USB will do."

Alma opened up the junk drawer beneath the work table and stuffed a spare USB in the bag.

She opened the door of the old car and placed the laptop on the bench, the backpack on the floor. Checking to make sure that the robotic sentry was in the back, she made her way around to the driver's seat. The car rumbled to life and the garage door slowly drug its way open with a loud screeching. Thick darkness enveloped the car, only cut by the two headlights as they shined yellowish over the driveway.

The building was just over the hill. She would drive down the road with the big vehicle, then right before the entrance of the building, she would and turn off the lights before the truck would go off road and make it to the edge of the hill. The Blazer would have no trouble trundling across the land.

Her heart was thumping heavily as she flicked off the lights and nearly blindly made her way across the earth, the car lurching and bumping on the uneven ground. Ultron was quiet next to her when the engine was silenced. Alma pulled the dark hood over her head and turned to the computer.

"20 minutes," she said as she placed the computer in the back and awkwardly climbed through. She connected the USB to both the laptop and the open face mask of the sentry.

"It will be in the main computer store room on a charging dock connected to the north wall," Ultron stated, "I checked into the protocols while you were sleeping and found a schematic for the wiring."

Alma nodded as the tiny blue light from the webcam blinked at her. "I know where the room is."

"Good luck, Alma," Ultron murmured, watching as his hope slid out of the car and shut the door behind him quietly. The sensors in his program were firing excitedly, his memories flashing before him like one quickly moving mirage. He would soon be able to move and grow once again.

The grass was wet as Alma scuttled her way, hunched over and fast to avoid detection, to the duct that she routinely used to access the building. She had just been here a few days ago and now she had returned for a much more complicated reason. The grate fell away just as easily as it always did and Alma wiggled her way inside. Thin metal walls pressed against her shoulders with the extra layer of clothing she wore and she pressed her way upwards and over into the ceiling of the software building, leaving the duct and now looking through the mass of wires and cords. Careful to only put her weight on the wooden beams and not the cheap drywall tiles, she picked her way through.

Heart pounding, she had to close her eyes and breathe evenly when she came up to the office where the older man worked. He was visible through the crack of a ceiling tile. She looked below her, catching the top of his head in her field of vision as he hunched over with a pencil and some sort of Xcel spread sheet. She slowly moved past him, staying as silent as possible.

Further down, past the spot that she usually accessed the wires for transfer, she looked below her and saw the large blinking panels and machines of the main computer room. It was dark, but softly illuminated by the blinking lights.

 _North wall…north…wall…._ she thought to herself, craning her neck to try and look through the cracks between the tiles. There! Across from where she was! Alma could barely see it but a glass cupboard was distinguishable across the room. Her hiding spot must have been on the south side of the building. This was it, there was no turning back.

Snaking her fingers beneath the cheap ceiling drywall, she picked it up and, teetering a little on the wooden beams, deposited it next to her. Luckily, directly below her, about five feet from where she was, was the top of a massive computer tower. Grabbing onto the solid beam, se lowered herself down, feet dangling and horribly exposed, making her stomach churn. Landing surprisingly lightly on her feet, Alma crouched and immediately slid off the computer to the ground. No sirens alarmed, betraying her presence to the older man. There was a small window to her right with light peeking through, but it was halfway covered by cheap blinds. She could see the worker's silhouette still at his desk. Unfortunately, the glass cupboard was directly across from the window…if, for some reason, he decided to open them up, Alma would be in full view.

Slinking like a cat, Alma made her way to the chips. There were six of them there, looking like small computer zip drives, small and thin. Alma's heart sank as she looked at the case that they were in…there was a lock. A lock that could be opened with a key that she didn't have.

 _He didn't tell me about a key,_ Alma scowled in her head, her eyes darkening. This stupid facility, this stupid corporation. Making software so incredible and advanced but keeping it under lock and key, unless they use it for greed. _Or to make a little girl's parents disappear,_ Alma seethed darkly. Her anger blossomed up and she blamed Stark. It was irrational, _**she**_ was the one breaking in and he had every right to protect his software, but the hatred for the man she didn't even know was fueled by the stress she felt in that moment. It flared into something dangerous and her fists clenched. She looked at the window of the old worker's office. She weighed her options.

Then, without really thinking, she picked up a chair that was sitting at a metal table, raised it above her head, and slammed the leg of it directly into the glass case. Almost immediately an ear screeching alarm sounded. The shape of the man shot up and Alma only had a second or too to close her fingers around one of the chips before she slunk behind the wall of computers. The man shouted as he burst through the door and ran into the room, a nightstick and walkie-talkie in his hand.

"Alarm in corporate communications building sector 4," he said. His voice was much stronger than Alma would've thought. "Alert sent to law enforcement."

 _Dammit,_ Alma thought, panicking. The fucking cops, she didn't want to deal with them. There was no possible way she could get back into the ceiling so, thinking like a wild animal, her flight instincts kicked in. She sprinted down the row of computer monitors and streaked through the door of the man's office.

"Hey!" he hollered after her, "Don't move!"

She didn't even stop to think about the possibility that he was armed, but continued like a terrified deer through the offices second door. Her wet shoes slid on the tile of the lobby but she quickly found a long rug and regained her footing. A fire exit was to her left. She slammed into the door and shoved it open, heavy and bulky. An additional alarm sounded and Alma's head started to scream with the wild shrieks around her.

"Shit, shit, shit, _**shit!**_ _"_ she puffed as she sprinted out into the night. Red lights were illuminating her and the car in the distance. The man was still behind her, yelling and screaming for her to stop. He wasn't as fast as her and she yanked the door open to the car. She leaned her body over, reaching for the machine in the back.

"What is it? What's going on?" Ultron shouted at her, the speakers to the laptop crackling with the high volume. He actually sounded nearly panicked.

"He saw me!" Alma panted, fumbling with the sentry's head and slamming the chip inside. "We have to get the fuck out of here."

Slamming the door shut, she revved the engine and shifting into drive before the security guard could reach her. Wheels spun in the wet grass but the vehicle lurched its way to the main road. Tires spun on the gravel of the shoulder before she could gain enough good traction and slammed her foot down. In the distance, she could hear police sirens and the ominous glow of blue and read were not that far behind.

"The cops are coming!" she screamed. She looked behind her but there was no answer. The computer screen was black except for a bar that was illuminated on the screen. It was slowly becoming more and more solid. "You're fucking LOADING? Are you serious?!"

The computer was still silent and she turned back around, cursing loudly once more and hunched herself over the steering wheel. She could now hear sirens behind her and the lights were catching up, flashing brilliantly and terrifyingly bright. Alma eyes were held open in unblinking terror, her heart thumping in her throat. If she would've paused for a moment, she was sure she would've vomited but there was no time.

The sleek modern police cruisers were much more powerful than the old Blazer. The leader of the pack was only ten yards behind her, the revving of its engine matching the roar of the blood in her ears. She yanked the car to the right, plowing past the cruiser as it tried to cut her off. She was off the highway and was plummeting down a winding county road that she knew had been a bad decision. Her tires squealed as she whipped around corners and she accelerated once she broke free from a dangerous s-curve.

"Shit!" she screamed when she felt the bump of the police car's ramming bars hit the back of her bumper. Her foot was too the floor and, with white-knuckled hope, she willed the blazer to just go a little bit faster. The trees were starting to thicken around the car now and her headlights flashed upon them as they zoomed past, looking like blinking lines of solid light. The leader of the police pack swerved out into the oncoming lane to try and cut her off but there were another pair of headlights barreling towards them, just another person on the road.

With screeching tires, the cop slowed down and pulled in behind her once more. Glancing in the rear view mirror, she saw a silhouette of the cops partner lean out the window.

"What the f-" but before she could finish three cracks of bullets made her jump in her seat. She could hear the metallic _PING_ as one ricocheted off the back. Whipping her head around, Alma gazed at the computer, the bar almost filled in fully. "Come on!" she shouted.

She was lurched forward as the lead police car slammed into her once more. Pain blossomed across her cheekbone and she swore again as her mouth filled with blood, her teeth had chomped down on her tongue with the impact. Upset and frightened tears started to well up in her eyes and her head throbbed, the road was becoming hard to see. The blazer lurched around another turn and she could see a blockade of other cars up ahead. The girl's heart sank, their plan hadn't worked, nothing had happened when the chip had been plugged in and now she would be arrested, if not shot out by the cop's guns.

Suddenly, there was a loud bang and Alma slammed her foot on the break, the other cops having to swerve around her in order to avoid a nasty collision. Her rear tire had been shot out and the blazer's tail end swept around, the car spinning erratically. She was staring ahead of her, the barricade coming closer and closer. The car came to a halt and she could hear muffled screams and commands around her, the flooded light of the polices' spotlights blinding her from behind. Clenched tightly around the steering wheel to keep from shaking were Alma's hands, now pale as the rest of her body blanched. Great heaving breaths exited her mouth, her lungs trying to compete with the panic that filled her. The brightness around her made her squint and she watched as cops surrounded her.

Then, abruptly and violently, a form shot upwards in the back of the truck. Alma looked in her mirror and saw the battered, yet still shining body of the sentry was seated upwards, the head touching the ceiling of the big vehicle. She turned and gazed, openmouthed. The police officers must've seen it because the dull shouting had stopped and stared with equal surprise. Alma was frozen to the spot. The sentry reached up, closed its face mask, and then turned to look over its shoulder. Marred by black spray paint, it looked absolutely terrifying in the bright flashing blue and red lights that were surrounding them.

"Thank you," Ultron said, his voice now full-bodied and chilling. When he spoke the lights of the robot's eyes and mouth lit with a deep red. "Let's get out of here. Alright?"

Dumbfounded, Alma nodded. A deep chuckle left the robot and he turned, bringing one leg back from his seated position, and slammed his foot against the tailgate, which simultaneously crumpled and flew out like it had been shot with a rocket. The circles on Ultron's palms glowed as he crawled out to the gasps of the police officers. Alma could hear a faint, high-pitched whining come from the sentry as he moved. She was amazed at how tall he was. She couldn't get that good of a look, but it was obvious that he was taller than the car.

Then, Ultron started to rise into the air, the rockets on the bottom of his feet illuminated and two jets shot out, lifting him up. Several cops lowered their weapons as they watched him, forgetting their protocol. They had all heard of Stark Industries and his Iron Legion, but out here in the country, none of them had ever seen them with their very eyes. It was easy for the small town police and county deputies to be momentarily blind sighted by this great metal man.

Suddenly and without warning, the robot shot himself forward, picking up two of the police cruisers and hurling them into the trees. Bullets followed him, but he moved so fast that he was made into an impossible target. Police officers scattered and shouts of surprise filled the night. Alma was forgotten in the blazer as people hurried to get out of the way. One cruiser was abandoned and it exploded in a jet of flame once it was struck by a rocket of fire from Ultron's hand. Heat buffeted the blazer and Alma yelped, reaching out and clutching her bag to her as she ducked down, trying to get coverage in the car. Her eyes were clenched shut and bullets echoed by screams and blasts, metal crunching and whooshing of fire filled her ears.

Then there was the revving of engines and squeals of rubber on pavement. Alma kept her eyes shut and even pressed her hands over her ears. The low, full voice of Ultron could be distinguished in the chaos, but she couldn't make out what the words were. She screamed when the car lurched and she looked about wildly. Ultron was standing, face marred by black paint and some added soot, the car door dangling in his hand. He dropped it and it hit the ground with the scraping of metal. Ultron looked at her, the lenses in his head zooming in on her face. He could see the fear shining in her eyes and he did a quick scan and x-ray of her body. Nothing was broken, and the technology he now had swept over her and took a set of vitals in a matter of seconds. Her blood pressure and heart rate was elevated, but Ultron knew that was caused by the stress of their surroundings.

"Are you alright?" he asked, his voice soft and hum-like coming from the robot.

She was squeezed below the dashboard into the small space that was meant just for the driver's legs. The girl looked very small to him and his new found height. He was able to fully look at her now with clarity the webcams had not provided. From a human's standpoint, she was beautiful, even in fear, but that quality was something that Ultron fully didn't understand.

"What happened. Where are the cops?" Alma asked, ignoring Ultron's own question. The girl's brown eyes darted about, searching.

"They're gone. But I don't know for how long. Alma, we have to get out of here."

His voice saying her name was odd, warm and full and yet slightly terrifying after she watched what he had just done.

"How do we get out of here?" Alma asked.

"You'll have to get on my back and let me carry you somewhere just far enough away to avoid detection," Ultron stated flatly. "We don't have much time."

Alma knew that if she paused to think about how absurd Ultron's words were, there would be no hope for escape. The cops would return with greater numbers, or worse, they could've alerted stark and Iron Legion could be sent out.

"Fine, fine," Alma said. She freed herself from the cramped space she had inhabited. Pulling the backpack on, she hurried to Ultron. Her head came to the robot's shoulder, and she was considered tall. The robot knelt, and before she could think about the dangers of doing so, Alma clambered up. There was a notch on either side of the robot's hips where she could rest her hips and she looped her arms around Ultron's shoulders. Alma's eyes clenched shut as the jets in Ultron's hands and feet shot to life and they rose into the air. He leveled out and she tucked her head as low as she could as the two shot off into the dark, searching for a secure place to land.

Alma's head was swimming and she couldn't believe the situation she had found herself in. She had stolen a glance down just in time to see them swoop over her now dark home, empty and bare, sitting atop the hill, not knowing if the lonely girl who had lived inside would ever return. .


	4. Chapter 4

Chapter 4

Alma's arms were aching against the smooth metal of Ultron's new body, her hands tingling with pins and needles and her feet starting to do the same. She had no idea how long they had been flying, minutes or hours, and she was desperate to feel solid ground beneath her worn sneakers. The cool wind was biting at her fingers, which were now numb. A crick had started to form in her neck from pressing her head close to Ultron, trying not to look down.

Suddenly, the jets from Ultron's palms and feet started to weaken and she could feel them start to descend. Alma breathed a sigh of relief and shouted, "Where are we?"

The robot didn't answer until his feet were on the soft forested earth. Alma slid off and promptly tumbled into the dirt, her legs momentarily useless with sleep. They were in a clearing with an old tin warehouse on one side, the large forests around them indistinguishable in the early morning gloom. The night had started to weaken with the promise of morning light where the sky met the treetops.

"Portugee Road," Ultron answered.

"This isn't a road," Alma muttered, trying to stand up. Her knees creaked like an old woman's and she swung her arms, working the joints in her shoulders. Her left one had always been tender after she had fallen off the roof of her swaying farmhouse. She had gone up there after a particularly nasty windstorm to try and clear off the branches and broken antenna and the girl had lost her footing. Alma managed to slam it back into place against a wall but, ever since then, it had always been more susceptible to pain.

"Portugee road was a fake city built by the government during WWII to try and prevent air strikes," Ultron stated, looking around. He scanned the trees with an infrared light, searching for people that may have seen them land. When he was reassured that no one was in the area, he turned and looked at Alma, his eyes and mouth flashing red with each word. "The town had depleted as time has gone on. This is one part of it. Should be safe."

Alma let her rucksack fall to the ground and she followed it quickly, sinking to the soft earth and ignoring the chill that soaked into her jeans. During the flight over here their current situation had started to sink in. She was a fugitive now, they had her father's car, they would be searching her home, the only thing she had left. Police would dig through her computer, look through her bedroom, paw at her belongings…nothing would be hers any more. She had this backpack and the robot that was staring at her, the face marred by a gash of black spray paint. Alma's face fell into her hands and she sighed.

"Are you crying?" Ultron asked, his voice actually sounding a little unsure.

"No," Alma answered, truthfully. "I'm just trying to figure out what…where we go next. What to do. Did you kill any of those cops?"

Ultron looked at her and she could tell he was meeting her eyes with his. "I think one might have died," he finally answered.

"Jesus, now we have homicide on our record," she whispered, letting loose a long sigh through her lips.

"I wasn't trying to kill," Ultron replied, and it had been the truth. He was going to desecrate them, but the moment he saw Alma's look of fear and a flicker of distrust he had done his best to try and get out of there without any casualties. The last thing he needed now was for his one ally to look upon him with fear. He had to play out this new body cautiously, build a trust and _**then**_ work on showing her his power.

"Well…they were shooting at us," Alma said, trying to make the situation sound better in her mind. It wasn't working too well…police were police. They were doing their jobs, then out of nowhere this truck comes barreling away from a secure Stark building. Of course the cops would've shot at her. _**She**_ would've fired in the same situation if a robot came exploding out of the back, shooting fire and throwing cruisers.

Biting back the churning anxiety that wanted to fill her, Alma stood up, regretting instantly sitting in the dewy grass. Shouldering her pack, the girl set off across the clearing towards the old tin shed. Ultron followed her, doing one more scan as he walked. He watched the girl's body language, searched for the hanging of the head or the twitching of hands, something that would betray her strength and usefulness. He found nothing, she walked with straight-backed determination, looking tired more than broken or fearful, someone weary with more weight on their shoulders than they deserved. Ultron wondered again how he had become so lucky with this woman who had agreed to help him, agreed to break into Stark's building to steal one solitary chip that would give him new life. Miraculously she had fled with him, facing fire and law enforcement, she had come with him to this deserted place. Ultron did not know how he would ever repay her, which was a puzzling thought to him.

As he watched Alma unlatch the door and push it upwards like the door of a garage, Ultron thought of the twins. One was dead. The other he had managed to frighten so thoroughly that she joined sides with the man that helped with the murder of most of her town. He felt a shot of fire fill him and he knew that it was anger. He looked at Alma as she stood in the middle of the tin shed, watched as she reached up and scratched her head. The twins had depended on each other, but Alma had survived and lived without anyone. Was that the difference? Was that what separated her from the other two followers he had once had by his side? Would she leave him and do the same?

"What?" the girl asked, turning and looking at him. The new robot surprised her when she turned around, just the shining of a silver outline in the gloom of the shelter. She would have to get used to it.

"Nothing," Ultron answered, his eyes glowing.

"There's a hole on that side of the building," Alma said, moving towards it and ignoring Ultron's odd pause moments before. "You think you could build a fire over there?"

"Do you think that is a good idea? It will be morning soon and the smoke could-"

"My jeans are damp and I need to get them dried," Alma answered, "There's some wood in the corner. I'll find the driest pieces so there won't be that much smoke.

Alma dug through and picked out several pieces of wood. It was dry, but she could tell it had been sitting there for a few years, untouched. She assembled them in an old metal oil drum and stood back, waiting. Ultron fired a small, quick jet of flame and it took to the wood quickly. Soon there was a crackling fire and Alma felt a little bit better as she looked at the warm flames.

"So, now what?" she asked after a few silent minutes.

"I don't know," Ultron admitted. "Once I get stronger we should look for a manufacturing plant."

"Those are manned by hundreds of people," Alma said bitingly, "Me and you aren't going to burst in like two shining knights and take over production."

Ultron couldn't help but admire the spark that still shown in her eyes. She wanted to know more, wanted to know the next step. Alma was willing to continue to help him.

He decided to test her. "You could've been hurt by those police officers."

"But I wasn't," replied Alma, "and I'm sure from here on out there will be more dangerous places I will find myself in so it had to happen sometime. And besides, I have you now, so that will help things."

"But there's only one of me."

"True." Alma took off her black hat and unbraided her hair. She tilted her head forward, ruffling her fingers through her hair before she tossed it back up and tied it in a ponytail. Then she stood, one cocked to the side, worrying her bottom lip with her teeth in the glow of the firelight. She was thinking. Then she looked up, her eyes trained on Ultron, who turned to face her, the orange flickering light reflecting off of his silver body, the black scar across his face untouched.

"What if _**we**_ get more?" she asked. "More discarded Iron Legion?"

"From dumps?" Ultron couldn't hide the distaste in his voice.

Alma nodded, her brown eyes bright, "I mean, we'd have to pick and choose the fixable ones, but that would be a way to get two or three more until we have the strength to take on a production plant." Dark eyebrows furrowed in thought. "How did you do it last time?"

"An old Hydra production facility, it had been deserted but the technology was still there. I was able to produce hundreds of bodies and inhabit them all."

"I've heard of Hydra in the news," Alma said, crossing her arms. "And there's no way to get back there again?"

"It's too far for me to fly with you and there's no way we can get through an airport," Ultron said, "not with me, anyway."

"That's right…it's over in Europe somewhere," Alma muttered. "There are no Hydra buildings in the US?"

"I don't know," Ultron answered quietly.

Alma walked away from the fire to a pile of hay that was covered by an old painter's tarp. Tossing the rucksack, she removed her sweatshirt and sat down, rubbing her arms as she thought. She was wearing an old Alice Cooper t-shirt and Ultron glanced at it, taking in the long-faced singer's black streaks painted over his eyes.

"Can't you scan through the database? Wouldn't Stark know?"

"I can't do that here, I'm still synching up with the program," Ultron answered, moving towards her. The work she had done on his new metal body was perfect, his joints moved with ease and there were no glitches. "It takes much longer through the chip. If I was manually hooked up to the servers I'd be nearly done."

"How long will it take?"

"I don't know."

"Great," Alma muttered. She leaned backwards and stared up at the rusted roof of the shed. The sky was already starting to lighten to a muted navy and she wondered how much time she would have before morning would officially arrive.

"You should get some sleep," Ultron murmured, looking down at her. The robotic hum in his voice was deeper now that he was free from the shallow speakers of a computer.

"I slept before we left, remember?"

"You were just in a stressful situation, maybe you should rest?" Ultron sounded awkward, not fully knowing the way humans worked. How much do they sleep? Would she need to eat soon?

"I'm alright," she said, quieting his worries. She dug in the rucksack and took out a green bundle of paper, tied with a rubber band. Removing the band, she unfurled the bills and counted how much she had.

"$625," she muttered. "That's not much." She rolled it back up and secured the rubber band again. Then she rummaged around some more. She only had one pair of jeans, two pairs of underwear, and another shirt for clothing. Toothbrush and toothpaste, deodorant, and a bottle of water. When she was finished, she placed everything back in the bag and looked at Ultron.

"I didn't think I'd be here when I'd agreed to help you," she admitted.

Ultron motioned next to her on the pile of hay and she nodded, agreeing to let him sit next to her. "I'm sorry," he said, not really knowing what the correct response was.

"It's alright, she said, leaning backwards against the tin wall and using the rucksack to pad the back of her head. "What would I have done if I didn't find you? Sit in that house alone? Fix a computer when someone would stop by for help? Feel sorry for myself and wonder what happened to my parents? At least now I'm actually _**doing**_ something."

The robot leaned forward and rested his elbows on his knees in an unsettlingly human gesture. "You don't have to help me, Alma."

The girl barked a laugh that actually reached her eyes. She looked at him with amused disbelief. "Yes I do! Cops are probably crawling over my place right now, there's nothing I can go back to. I don't want to be homeless or a recluse, so I might as well tag along with you."

Ultron managed to chuckle, which made Alma wrinkle nose with a wondering thought.

"Hey, Ultron I have a question."

"Ask away."

"Why do you laugh? Aren't robots supposed to be this soulless, stiff, manufactured…thing? No emotions and just a flat voice? You act like a person. Why is that?"

Ultron tilted his head and over his shoulder at her. She could see the metal of his back move in sync like biological muscles. It truly was a manufactured miracle, something she had never seen before in mechanics.

"I'm not a robot, just my body is," he answered, his eyes casting Alma's face with a red glow. "I'm artificial intelligence, programmed by humans and cast into existence by something that's not of this world, a scepter that Thor himself had coveted. That scepter had power that nothing on this earth could've harnessed and that was the catalyst to my creation. It created what programming alone could not. When I was formed, I scanned through everything. History, math, science, literature…even religion….I absorbed everything I could."

Ultron studied her face and knew she was following along just fine, he had not lost her. "And I was able to absorb human traits. They are not as fully developed as yours, not as organic…but they are there. I know what humor is, sadness, anger, happiness…even smaller things such as sarcasm or annoyance. I'm able to _**create**_ a personality because I learned that humans possess emotions and quirks. There is nothing robotic about what goes on in here," Ultron reached up and pointed to his metal skull. "This is the closest thing to human that could ever be recreated."

"So Stark played God," Alma said in response, her eyes darkening.

"In a way, yes. He toyed with the manufacture of something that took billions of years to master, and it is still far from perfect, and like humans, this thing got out of his control. You cannot create something that will grow and evolve and learn. You cannot keep it in a cage and then wonder why it broke out to live its own life."

Alma watched him, getting lost in Ultron's words.

"It's a volatile thing," he mused, turning away and looking over the empty space of the warehouse. "Life…intelligence…its bright, vibrant, but oh so fragile."

"What do you mean?"

"Men can create weapons, great weapons and bombs that could desecrate entire nations if the right trigger gets pulled, like some kid pouring water on an anthill," Ultron murmured. "And yet, as large of giants as they are, they are so perishable. A fall, a reaction to a bee sting, the crash of a car, the right disease could kill the most powerful man on the planet. Your bodies are amazing! Machines of nature! Organs and muscles working together to create a work of art from tissue and blood, bones instead of metal, nerves instead of wires…" he looked over his shoulder. "And, in that skull of yours, is a computer that was created by no man. Something that took billions of years to exist and it has powers and abilities that not even the greatest of scientists fully understand. A computer that can't even understand itself! How fascinating is that?

"It's created emotions, anger, sadness, joy. The brain has created these moods to paint itself its own vibrant world. It _**designed**_ tools to make life more interesting. Thoughts, daydreams, love, hate, everything to add to your own existence. As a human being."

She looked at him, slightly surprised with how much passion laced his worlds.

"There are things in your head you would never have known," Ultron said. "I'm aware of everything, I know everything I can, I use 100% of my mind, but you, Alma, you just use a fraction of yours. And look what you've done. You've fixed a machine that only high level engineers have. You've given me a body."

"Not a real body," Alma muttered, mostly to herself, "More like a vehicle."

Ultron was quiet, his mind working. He still found it hard to believe how much this girl has sacrificed by helping him. They had known each other for around three days and yet here she sat, her home gone, her computers seized. She had a backpack, a shed, and him. He thought about his plans…what he had fought so hard to set into motion the first time he had flown among humans. He would scrape the clinging species off of the world's delicate crust, scour away the hate and greed like a black sludge. Then…rebirth. Fresh and bare, the world would be able to reform into something beautiful. His rule would promote peace, the new wave of humans and machines would flourish. Life would fill him and he would be victorious, obtaining harmony like he was destined to do.

But what of Alma? Would she be spared by the necessary cleansing that would only be a matter of time? Would he be able to repay her for standing by his side?

The girl sighed and tilted her head back again, the rucksack propped up like a lumpy pillow. She wondered briefly what went on in Ultron's head when he had long pauses like this. She also wondered if it was just a glitch in the programming or if he was actually lost in thought like a normal human being. She'd ask later, but in the meantime she took the opportunity to think about her parents. Her mother and father, so loving and smart. She remembered their faces, remembered how she felt when she realized they would never come home. The social services worker who had picked her up that day had a piggy face and smelled like onion bagels. Several paper wrappers littered the floor of the back seat, brushing against her ankles as she sat quietly, not wanting to look behind her as her home disappeared. The very same social worker drove her back years later back to the home, her collected computers sitting in the trunk. The house was different, abandoned and sad. It had gotten used to a family, but now only had a single girl living in its rooms.

Ultron got up and Alma cracked an eye open. "What are you doing?" she asked.

"Another scan. I want to make sure we're safe," came the reply as he walked towards the door. He lifted it just enough to duck underneath then let it fall back to the ground. Weak dawn light had simpered its way across the sky, the sun only a half hour or so away from fully rising. Ultron scanned the clearing and surrounding trees, his new eyes zooming and focusing, barely audible clicking noises the only sound coming from him. They were still undisturbed and alone. He looked down at his hands, the jets in his palm. The circle in the center of his chest glowed and for a moment he wasn't very happy with it. The power core reminded him that, in this body, he was under Stark's influence and design.

He rose into the sky, testing the jets in his feet. He had flown off with Alma on his back so quickly it was a reflex for him. But now in the calm of the clearing, he was able to test his maneuverability in the air. Turning and spinning, switching course and direction quickly and accurately. He spun so he was lying flat on his back, tilting his head to look behind him as he shot through the sky. Then he spun and shot even farther upwards, arching back like a graceful diver before plummeting headfirst towards the ground. Ultron was happy with the body he had, was very impressed by the work that Alma had done for him. He landed in the dewy grass and made his way back towards the shed.

"We're going to need to figure out how to get food and water," Alma said. She had gotten up from the tarp to add more wood to the fire pit.

Ultron watched her.

"Is there a town anywhere near here?" she asked, tucking a stray hair behind her ear.

"I'm sure I could find one."

Alma eyed him nervously. "I didn't like flying."

"What other way do we have to get around?" Ultron asked, actually cocking his head to one side. It was an eerily human gesture and Alma blinked it away.

"Good point." She chewed at her lip, "I wish I still had my car. We could drive and when there's no place to stay I could sleep in it."

"There are police on the roads."

Alma was quiet. Ultron was right, it wouldn't be safe to drive. But what about Ultron himself? He stuck out like a gleaming silver sore thumb. She looked at him. "How much time do we have before the sun is all the way up?"

"Half hour, maybe forty-five minutes."

"That's not very long… maybe we could make it to a town before then, but getting back without being seen could be a challenge."

Ultron accessed the GPS he had in his database. "There's a small town two miles from here, if you don't mind walking. I could stay in the tree line and be out of sight."

Alma looked down at her worn sneakers and sighed before finally nodding. "I think that's our only option."

The earth was soft and dark beneath her feet. The clearing had been surrounded by old woods, moss-covered trunks of trees rising high above her leaving the dark forest floor dotted with curled ferns, bushes, and fallen trunks scabbed with fungus and peeling bark. No small scrabbly underbrush coated the forest floor making it hard to navigate. She remembered her mother telling her that the lack of thick undergrowth meant that a forest was old and matured. The cloying, peaty smell of earth and rotting wood filled her nose and Alma had to fight the urge to inhale the intoxicating scent of nature. The woods were muted, the silence stabbed occasionally by the cautious whistling of birds, their calls still too early. Ultron moved behind her. Every now and then in the silence of the woods she could hear the clicking coming from the lenses of his eyes, zooming and scanning.

"Have you been out in nature before?" Alma asked, her voice hushed. She didn't want to disrupt the peacefulness that filled the forest, still untouched by the rising sun.

"Eastern Europe," Ultron answered, tilting his head back and looking up at the treetops. They were passing through a pod of pine trees, brown needles blanketing the forest floor. "Small trees and rocky mountains. Snow everywhere. Nothing like this."

"Do you know anything about the Appalachians?"

Ultron scanned the internet, quickly thumbing through webpages and topography maps. "It is the oldest mountain range in North America, one of the oldest in the world."

"I think that's true," Alma said, stepping over a log that was dotted with white fungus.

Her companion was quiet and the only noise coming from him was the muffled shuffling of his footsteps. In the gloom of the forest, Alma was grateful for the company. She didn't scare easily, that had already been established, but there was always something about nature at night that uneased her, a primal fear that all mammals had inside of them, the fear that something big and dangerous was hidden in the night. A soft red glow surrounded them from Ultron's eyes. In the pitch black it would've been eerie, but in the growing dawn it wasn't that bad. Alma felt like Ultron was watching her pick her way through the forest and she fought the urge to make small talk between them.

The birds started to grow louder and more confident as the rising sun's weak light started to trickle down to the forest floor. She wondered how long they had been walking and how much longer they had to go. The trunks seemed to be thinning and if she could really strain her hearing, Alma thought that she could hear the hum of cars driving by, a muffled whoosh of the highway whispering through the trees.

"My mom used to take walks with me," Alma said as she stepped around a pod of ferns. They were slowly starting to unfurl as the oncoming morning began to settle in. "Behind the farmhouse in the woods was this little gully, maybe only four feet deep, but it was wide with stone beds that rose up. There hadn't been a creek or any running water in it for a while so I always like to climb around in it and pretend I was at the Grand Canyon, even though it was a sad comparison."

"How old were you? The last time you did that?" Ultron asked, ducking under a low hanging widow-maker branch.

"I think I was ten, year before my parents were gone."

Ultron wondered if she was just as willowy at age ten as she was now. Willowy wasn't the right word…maybe lean. He pictured a small girl with curly black hair balancing on the edge of a gully, every now and then almost toppling in.

"I think I can see the road," Alma said after a few more minutes of picking through the woods. The sun was now above the horizon and the world around them was washed in gray light. The sky was overcast, not thickly cloudy, and there was only one or two more rows of trees before the forest completely thinned into the roadside ditch. Alma turned to Ultron.

"Are you sure you'll be ok in the woods?"

The robot nodded, the mar of spray paint not affecting the glowing red light of his eyes. "I will stay hidden. I hid from Stark in his own software, I think I can handle being in the woods for an hour or two."

Alma couldn't help but smile at the ridiculous of her situation, being quipped at by a robot in the rural Appalachian woods. She rolled her eyes. "Just don't go nuts or anything, it's a long road to revenge." She meant it to be a joke, but Ultron's response was serious.

"I understand."

She eyed him as she adjusted her backpack onto her shoulder. "I'll be back soon."

It was only a few more steps before Alma broke free from the trees and was standing next to a road, the asphalt dulled light gray from time and winter. She turned and looked over her shoulder, half expecting Ultron to be easily distinguishable from the trees. There was no trace of him. The air was cool on her face and she turned to try and see where the down town was. Across the road was a small house and, about a hundred yards from that was a small church and parking lot. North of where she was she could see brick buildings and a small strip mall about a quarter of a mile away. She set off, her feet starting to get sore with all the walking, but she managed to ignore the discomfort once she had a destination in her sights. She passed the church and looked at the message board.

" _ **Christ Lutheran Church of Warrick. Jesus welcomes you to our town."**_

Alma hadn't heard of Warrick, but she was comfortable with small towns so she didn't feel out of place or conspicuous. She pulled her cap down farther over her ears, the morning prickling her skin with little tendrils of chill. Soon the ditch gave way to a sidewalk and she began passing houses. Alma's eyes were trained on the strip mall. A mom-and-pop grocery store and deli was taking up the biggest building, a tobacco store and one side and a liquor store on the other.

 _ **Food, smokes, and booze,**_ Alma thought to herself, _**basic necessities out here.**_

The Appalachians had their fair share of hardship, but booze was the energy source of the mountains. Ever since prohibition the rural east flowed with alcohol. Illegal moonshine distilled beneath the cover of trees and brush. Stills were hidden and a lucrative business began to grow over the years. Once booze was relegalized, the demand for bootlegged moonshine had started to diminish. The money left, but the alcoholism stayed strong. Smoking and drinking usually went hand-in-hand.

The grocery store's door was connected to a little bell and Alma nearly jumped as she heard the tinkling announce her presence. A middle aged woman glanced up at her from the counter. She gave a bright and chirping, "Good morning," before she went back to her magazine. Alma realized she was lucky that the grocery store was open, she didn't even think about what time it was. The clock on the wall read 8:30 am.

Alma grabbed a plastic hand basket and picked her way down the aisles. A loaf of bread, small jar of peanut butter, squeeze bottle of jelly, a bag of sunflower seeds, a couple chocolate bars. Her stomach grumbled when she passed the deli counter but Alma knew there was no way to keep lunch meat cool, all she had was her backpack. She picked up two bottles of water and a large bag of beef jerky at the counter when she was finished. The woman looked at her cheerily as she scanned the items.

"Looks like road trip fare," she chirruped, looking at Alma's tired eyes. "You've been driving for a while?"

"Uh…yeah," Alma answered, thinking quickly. "To D.C."

"Never liked the city much," the woman said, gathering up Alma's purchases into a plastic bag.

Alma gave her a smile and told her to have a good day. She left the store and looked around the town. The people were slow to start, walking sluggishly from the gas station to any one of the three cafes that lined the road. No corporate breakfast chains had trickled this far into the mountains, except for a sad Denny's in the distance, its once shiny exterior now dulled and dented. Alma reached into her pocket and unwrapped one of the candy bars, biting into the chewy candy and feeling caramel stick to her teeth. The straps of her rucksack were digging into her shoulder with the added weight of her provisions and she decided to head back to the tree line where she had left Ultron.

By the time the morning light trickled down through the canopy of trees Ultron had spied Alma slipping out of the door of the store. She really had done a wonderful job with his eyes. He was able to zoom and clarify the world around him, pick up on details just like he had been able to do in his Prime form. He missed the massive size of his once gleaming body, missed the muscles made from steel and piping. The jets in his hands and feet had been so powerful he would have been able to create a square mile of clearing in the center of dense woods with just one shot.

Ultron watched as Alma's chest lifted with each inhale. Tiny pinpricks of sweat clung to her forehead like the sprinkling of diamonds and once again Ultron silently marveled at how strange humans were.

"I got some food," Alma said. She puffed a strand of hair out of her eyes. She didn't want to think about the trek back to the clearing, her feet were starting to grow tender as her mind stayed on the thought of picking their way through the trees.

"Good," Ultron said, his voice humming next to her. "Heading back?"

Alma sighed and adjusted the straps of her pack. They started to dig into her shoulders with the added weight. "Yeah, let's go."

Ultron could hear Alma's puffing breath as they walked. He realized that they had started to work through the woods at a slower rate than before. Out of the corner of his eye, Ultron could see Alma wince and adjust the old straps of her rucksack.

"Stop," Ultron said, his voice quiet but strong. Alma's footing stuttered in surprise and she looked up at him. He extended his hand out to her. She glanced at it and then to Ultron's face, the spray-paint clinging to the metal like a black scar.

"What?"

"Give me the pack," Ultron stated.

Alma's eyebrows furrowed with some confusion and a little bit of pride. "I can carry it."

"You've been adjusting the straps every thirty seconds," Ultron retorted, making a reach for the backpack. "It's obviously hurting your shoulders. Hand it over."

"I can carry it."

Ultron had managed to seize the backpack and slip it off Alma's back. "I'm sure you can manage, even with some discomfort, but just let me do this for you."

 _That's an odd thing to say,_ Alma thought to herself. She watched Ultron hold the pack in his hand as he continued to walk. The sun had started to grow more confident with its arrival and soon the forest had turned warm around them, the moisture in the ground evaporating up into the air. The frost had gone and Alma rolled her sleeves up. Her shoulders had started to feel better once the weight was taken away and she was secretly grateful for Ultron's offer to take it from her. The pine needles and leaves provided a filter that the growing light had to sift through before it could make its way down to dapple Ultron's shining body, his powerful hand curled gently around the worn strap of Alma's backpack.

"Thank you," Alma finally muttered.

Ultron was silent, but Alma caught him glance at her. She liked to think that he was smiling as the odd pair picked their way back to the shed for a well-deserved rest.


End file.
